UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended September 30, 1998
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-17611
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First Capital Growth Fund - XIV, A Real Estate Limited Partnership
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(Exact name of registrant as specified in its charter)
Illinois 36-3552804
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two North Riverside Plaza, Suite 1000, Chicago, Illinois 60606-2607
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(Address of principal executive offices) (Zip Code)
(312) 207-0020
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(Registrant's telephone number, including area code)
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Documents incorporated by reference:
The First Amended and Restated Agreement of Limited Partnership filed as Exhibit
A to the definitive Prospectus dated December 8, 1988, included in the
Registrant's Registration Statement on Form S-11, is incorporated herein by
reference in Part I of this report.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the Partnership's annual report for the year ended
December 31, 1997 for a discussion of the Partnership's business.
OPERATIONS
The table below is a recap of the Partnership's share of certain operating
results of 1800 Sherman Office Building ("1800 Sherman"), which was sold on
August 6, 1998, for the quarters and nine months ended September 30, 1998 and
1997. The discussion following the table should be read in conjunction with the
financial statements and notes thereto appearing in this report.
Comparative Operating Results (a)
For the Quarters For the Nine Months
Ended Ended
9/30/98 9/30/97 9/30/98 9/30/97
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Rental revenues $162,100 $404,800 $971,600 $1,182,000
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Property net income $237,000 $ 98,700 $440,300 $ 284,200
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(a) Excludes certain income and expense items, which are not directly related
to individual property operating results such as interest income and
general and administrative expenses. The gain on sale of property recorded
in 1998 has also been excluded.
Unless otherwise disclosed, discussions of fluctuations between 1998 and 1997
refer to both the quarters and nine months ended September 30, 1998 and 1997.
Net income increased by $1,817,400 and $1,835,000 for the quarter and nine
months ended September 30, 1998 when compared to the quarter and nine months
ended September 30, 1997, respectively. The increases in net income were
primarily the result of the gain recorded on the sale of 1800 Sherman. In
addition, the increases were due to increases in interest earned on the
Partnership's short-term investments, which was due to an increase in cash
available for investment.
The improvement in operating results at 1800 Sherman for the quarter and nine
months ended September 30, 1998 when compared to the quarter and nine months
ended September 30, 1997 was primarily due to real estate taxes. In connection
with the sale of 1800 Sherman, the purchaser assumed the responsibility for
payment of all unbilled real estate taxes. The credit given and agreed to by
the purchaser for the assumption of this obligation was significantly less than
the amount accrued by the Partnership. Exclusive of real estate taxes, results
for 1800 Sherman diminished due to absence of operating results subsequent to
the August 6, 1998 sale.
LIQUIDITY AND CAPITAL RESOURCES
One of the Partnership's objectives was to dispose of its property when market
conditions allowed for the achievement of the maximum possible sales price.
Notwithstanding the Partnership's intention relative to the sale of its
property, another primary objective of the Partnership is to provide cash
distributions to Partners from Partnership operations. To the extent cash
distributions to Partners exceed net income, such excess distributions are
treated as a return of capital. Cash Flow (as defined in the Partnership
Agreement) is generally not equal to net income or cash flows as determined by
generally accepted accounting principles ("GAAP"), since certain items are
treated differently under the Partnership Agreement than under GAAP. Management
believes that to facilitate a clear understanding of the Partnership's
operations, an analysis of Cash Flow (as defined in the Partnership Agreement)
should be examined in conjunction with an analysis of net income or cash flows
as determined by GAAP. The following table includes a reconciliation of Cash
Flow (as defined in the Partnership Agreement) to cash flows provided by
operating activities as determined by GAAP. Such amounts are not indicative of
actual distributions to Partners and should not be considered as an alternative
to the results disclosed in the Statements of Income and Expenses and Cash
Flow.
Comparative
Cash Flow Results
For the Nine Months Ended
9/30/98 9/30/97
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Cash Flow (as defined in the Partnership
Agreement) $ 691,400 $ 515,400
Items of reconciliation:
Decrease (increase) in current assets 31,100 (2,700)
(Decrease) in current liabilities (668,900) (159,000)
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Net cash provided by operating activities $ 53,600 $ 353,700
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Net cash provided by investing activities $ 3,781,100 $ 471,400
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Net cash (used for) financing activities $ (426,900) $ (385,900)
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Cash Flow (as defined in the Partnership Agreement) increased by $176,000 for
the nine months ended September 30, 1998 when compared to the nine months ended
September 30, 1997. The increase was primarily due to the favorable credit
given to cover payment of real estate taxes, as previously discussed. Also
contributing to the increase was the increase interest earned on the
Partnership's short-term investments. The increase was partially offset by the
partial absence of operating results due to the August 1998 sale of 1800
Sherman.
The increase in the Partnership's cash position of $3,407,800 was primarily the
result of the receipt of proceeds from the sale of 1800 Sherman. The increase
was partially offset by the Partnership utilizing a portion of the Sale
Proceeds to make investments in debt securities. Liquid assets (including cash,
cash equivalents and investments in debt securities) as of September 30, 1998
are comprised of Sale Proceeds to be distributed to Limited Partners and
amounts held for working capital purposes.
The decrease in net cash provided by operating activities of $300,100 for the
nine months ended September 30, 1998 when compared to the nine months ended
September 30, 1997 was primarily the result of the timing of the payment of
real estate taxes. Real estate taxes were paid one year in arrears in two
installments. The credit given to the purchaser for real estate taxes at the
closing of 1800 Sherman accelerated payment and resulted in reduced cash from
operating activities.
2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Net cash provided by investing activities increased by $3,309,700 for the nine
months ended September 30, 1998 when compared to the nine months September 30,
1997. The increase was primarily due to the 1998 receipt of proceeds from the
sale of 1800 Sherman. The increase was partially offset by the effects of an
increase in investments in debt securities. The investments in debt securities
is a result of the continued extension of the maturities of certain of the
Partnership's short-term investments in an effort to maximize the return on
these amounts as they are held for distribution to Partners. These investments
are of investment grade and generally mature less than one year from their date
of purchase.
The increase in net cash used for financing activities of $41,000 for the nine-
month periods under comparison was primarily the result of the credit given to
the buyer for assuming the obligation of security deposits in connection with
the 1998 sale of 1800 Sherman.
On August 6, 1998, the joint venture in which the Partnership owns a 50%
interest consummated the sale of 1800 Sherman. The Partnership's share of Sale
Proceeds from this transaction was $7,280,000. The Partnership intends to make
a distribution of $6,896,200 or $47.50 per Unit on November 30, 1998 to Limited
Partners of record as of August 6, 1998 in connection with this transaction. In
accordance with the contract to sell the property, the joint venture placed
$500,000 of the proceeds from this transaction into an interest bearing account
for a nine-month period. The funds placed into escrow are intended to cover
potential claims asserted by the purchaser arising from the representations and
warranties made by the joint venture. The General Partner is working towards
wrapping up the Partnership's affairs. Upon completion, together with the
release of the remaining funds held in escrow, the Partnership intends to make
a liquidating distribution, less any amounts needed to cover wrap up expenses
and actual and contingent liabilities, during 1999.
The Year 2000 problem is the result of the inability of existing computer
programs to distinguish between a year beginning with "20" rather than "19".
This is the result of computer programs using two rather than four digits to
define an applicable year. If not corrected, any program having time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a variety of problems including miscalculations,
loss of data and failure of entire systems. Critical areas that could be
affected are accounts receivable, accounts payable, general ledger, cash
management, investor services, computer hardware and telecommunications
systems.
The Partnership has engaged Affiliated and unaffiliated entities to perform all
of its critical functions that utilize software that may have time-sensitive
applications. All of these service providers are providing these services for
their own organizations as well as for their clients. The General Partner,on
behalf of the Partnership, has been in close communication with each of these
service providers regarding steps that they are taking to assure that there
will be no serious interruption of the operations of the Partnership resulting
from Year 2000 problems. Based on the results of these inquires, as well as a
review of the disclosures by these service providers, the General Partner
believes that the Partnership will be able to continue normal business
operations and will incur no material costs related to Year 2000 issues.
The Partnership has not formulated a contingency plan. However, the General
Partner believes that based on the status of the Partnership's real estate
portfolio and its limited number of transactions, aside from catastrophic
failures of banks, governmental agencies, etc., it could carry out
substantially all of its critical operations on a manual basis or easily
convert to systems that are Year 2000 compliant.
Distributions to Limited Partners for the quarter ended September 30, 1998 were
declared in the amount of $116,200 or $0.80 per Unit. Cash distributions are
made 60 days after the last day of each fiscal quarter.
Based upon the current value of its assets, net of its outstanding liabilities,
together with its expected operating results, the General Partner believes that
the Partnership's cumulative distributions to its Limited Partners from
inception through the termination of the Partnership will be less than such
Limited Partners' original Capital Contribution.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST CAPITAL GROWTH FUND--XIV, A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEETS
(All dollars rounded to nearest 00s)
September 30,
1998 December 31,
(Unaudited) 1997
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ASSETS
Investment in commercial rental property:
Land $ $1,319,000
Building and improvements 5,935,500
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7,254,500
Accumulated depreciation and amortization (1,490,400)
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Total investment property, net of accumulated
depreciation and amortization 5,764,100
Cash and cash equivalents 5,553,700 2,145,900
Investments in debt securities 3,698,100 496,300
Escrow deposit 250,000
Rents receivable 9,500 700
Other assets 8,300 48,200
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$9,519,600 $8,455,200
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued real estate taxes $ $ 530,600
Distributions payable 7,025,200 129,000
Accounts payable and accrued expenses 34,900 137,400
Due to Affiliates 5,500 400
Security deposits 39,700
Other liabilities 4,200 45,100
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7,069,800 882,200
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Partners' capital:
General Partner 181,600 150,300
Limited Partners (145,182 Units issued and
outstanding) 2,268,200 7,422,700
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2,449,800 7,573,000
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$9,519,600 $8,455,200
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STATEMENTS OF PARTNERS' CAPITAL
For the nine months ended September 30, 1998 (Unaudited)
and the year ended December 31, 1997
(All dollars rounded to nearest 00s)
General Limited
Partner Partners Total
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Partners' capital, January 1, 1997 $154,700 $7,462,800 $7,617,500
Net income for the year ended
December 31, 1997 47,200 424,500 471,700
Distributions for the year ended
December 31, 1997 (51,600) (464,600) (516,200)
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Partners' capital, December 31, 1997 150,300 7,422,700 7,573,000
Net income for the nine months ended
September 30, 1998 70,000 2,090,200 2,160,200
Distributions for the nine months ended
September 30, 1998 (38,700) (7,244,700) (7,283,400)
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Partners' capital, September 30, 1998 $181,600 $2,268,200 $2,449,800
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The accompanying notes are an integral part of the financial statements.
4
FIRST CAPITAL GROWTH FUND--XIV,
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended September 30, 1998 and 1997
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
1998 1997
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Income:
Rental $ 162,100 $404,800
Interest 90,900 35,100
Gain on sale of property 1,622,900
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1,875,900 439,900
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Expenses:
Depreciation and amortization 22,300 63,400
Property operating:
Affiliates 9,600 29,400
Nonaffiliates 20,800 44,900
Real estate taxes (141,200) 132,700
Insurance--Affiliate 1,300 2,800
Repairs and maintenance 13,600 33,200
General and administrative:
Affiliates 1,800 2,100
Nonaffiliates 15,000 16,100
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(56,800) 324,600
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Net income $1,932,700 $115,300
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Net income allocated to General Partner $ 47,200 $ 11,500
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Net income allocated to Limited Partners $1,885,500 $103,800
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Net income allocated to Limited Partners per Unit
(145,182 Units outstanding) $ 12.99 $ 0.71
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STATEMENTS OF INCOME AND EXPENSES
For the nine months ended September 30, 1998 and 1997
(Unaudited)
(All dollars rounded to nearest 00s except per Unit amounts)
1998 1997
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Income:
Rental $ 971,600 $1,182,000
Interest 153,800 97,800
Gain on sale of property 1,622,900
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2,748,300 1,279,800
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Expenses:
Depreciation and amortization 154,100 190,200
Property operating:
Affiliates 56,900 76,400
Nonaffiliates 94,700 114,600
Real estate taxes 124,400 398,000
Insurance--Affiliate 4,800 8,500
Repairs and maintenance 97,500 110,600
General and administrative:
Affiliates 7,600 10,000
Nonaffiliates 48,100 46,300
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588,100 954,600
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Net income $2,160,200 $ 325,200
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Net income allocated to General Partner $ 70,000 $ 32,500
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Net income allocated to Limited Partners $2,090,200 $ 292,700
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Net income allocated to Limited Partners per Unit
(145,182 Units outstanding) $ 14.40 $ 2.02
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STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1998 and 1997
(Unaudited)
(All dollars rounded to nearest 00s)
1998 1997
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Cash flows from operating activities:
Net income $2,160,200 $ 325,200
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 154,100 190,200
Gain on sale of property (1,622,900)
Changes in assets and liabilities:
(Increase) in rents receivable (8,800) (5,700)
Decrease in other assets 39,900 3,000
(Decrease) in accrued real estate taxes (530,600) (112,100)
(Decrease) in accounts payable and accrued expenses (102,500) (13,400)
Increase (decrease) in due to Affiliates 5,100 (2,500)
(Decrease) in other liabilities (40,900) (31,000)
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Net cash provided by operating activities 53,600 353,700
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Cash flows from investing activities:
Payments for capital and tenant improvements (47,100) (24,900)
(Increase) in escrow deposits (250,000)
Proceeds received from sale of property 7,280,000
(Increase) decrease in investments in debt securities (3,201,800) 496,300
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Net cash provided by investing activities 3,781,100 471,400
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Cash flows from financing activities:
Distributions paid to Partners (387,200) (387,100)
(Decrease) increase in security deposits (39,700) 1,200
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Net cash (used for) financing activities (426,900) (385,900)
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Net increase in cash and cash equivalents 3,407,800 439,200
Cash and cash equivalents at the beginning of the
period 2,145,900 1,986,300
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Cash and cash equivalents at the end of the period $5,553,700 $2,425,500
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The accompanying notes are an integral part of the financial statements.
5
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 1998
FIRST CAPITAL GROWTH FUND--XIV, A REAL ESTATE LIMITED PARTNERSHIP
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
DEFINITION OF SPECIAL TERMS:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Agreement of Limited Partnership,
which is included in the Registration Statement and incorporated herein by
reference.
ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with generally
accepted accounting principles ("GAAP"). The Partnership utilizes the accrual
method of accounting. Under this method, revenues are recorded when earned and
expenses are recorded when incurred.
Preparation of the Partnership's financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
The financial information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the quarter and nine months ended September 30, 1998 are not necessarily
indicative of the operating results for the year ending December 31, 1998.
The financial statements include the Partnership's 50% interest in a joint
venture with an Affiliated partnership. This joint venture was formed for the
purpose of acquiring a 100% interest in 1800 Sherman Office Building and until
its August 1998 sale was operated under the common control of the General
Partner and an Affiliate of the General Partner. Accordingly, the Partnership's
pro rata share of the venture's revenues; expenses, assets, liabilities and
Partners' capital is included in the financial statements.
Commercial rental property is recorded at cost, net of any provisions for value
impairment, and depreciated (exclusive of amounts allocated to land) on the
straight-line method over its estimated useful life. Lease acquisition fees are
recorded at cost and amortized on the straight-line method over the life of
each respective lease. Repair and maintenance costs are expensed as incurred;
expenditures for improvements are capitalized and depreciated over the
estimated life of such improvements.
The Partnership evaluates its rental property for impairment when conditions
exist which may indicate that it is probable that the sum of expected future
cash flows (undiscounted) from such property is less than its carrying basis.
Upon determination that a permanent impairment has occurred, the carrying basis
of the rental property is reduced to its estimated fair value. Management was
not aware of any indicator that would result in a significant impairment loss
during the periods reported.
Property sales are recorded when title transfers and sufficient consideration
has been received by the Partnership. Upon disposition, the related costs and
accumulated depreciation and amortization are removed from their respective
accounts. Any gain is recognized in accordance with GAAP.
Cash equivalents are considered all highly liquid investments with a maturity
of three months or less when purchased.
Investments in debt securities are comprised of corporate debt securities and
are classified as held-to-maturity. These investments are carried at their
amortized cost basis in the financial statements, which approximated fair
value. All of these securities had maturities of less than one year when
purchased.
Certain reclassifications have been made to the previously reported 1997
financial statements in order to provide comparability with the 1998 financial
statements. These reclassifications had no effect on net income or Partners'
capital.
Reference is made to the Partnership's annual report for the year ended
December 31, 1997, for a description of other accounting policies and
additional details of the Partnership's financial condition, results of
operations, changes in Partners' capital and changes in cash balances for the
year then ended. The details provided in the notes thereto have not changed
except as a result of normal transactions in the interim or as otherwise
disclosed herein.
2. RELATED PARTY TRANSACTIONS:
In accordance with the Partnership Agreement, commencing with the fiscal
quarter in which the Minimum Subscription Closing Date occurred (the quarter
ended March 31, 1989), Cash Flow (as defined in the Partnership Agreement), if
any, is distributed 90% to the Limited Partners and 10% to the General Partner.
For the quarter and nine months ended September 30, 1998, the General Partner
was entitled to a distribution of Cash Flow (as defined in the Partnership
Agreement) of $12,900 and $38,700, respectively.
In accordance with the Partnership Agreement, Losses (exclusive of Losses from
a Major Capital Event) are allocated 1% to the General Partner and 99% to the
Limited Partners as a group. Losses from a Major Capital Event, including any
provisions for value impairment, are allocated prior to giving effect to any
distribution of Sale or Refinancing Proceeds from such Major Capital Event;
first, to the General Partner and Limited Partners with positive balances in
their Capital Accounts, in proportion to and to the extent of such positive
balances; and second, the balance, if any, 1% to the General Partner and 99% to
the Limited Partners as a group. Profits (exclusive of Profits from a Major
Capital Event) are allocated; first, in accordance with the ratio in which Cash
Flow (as defined in the Partnership Agreement) was distributable among the
Partners for such fiscal year, to the extent of such Cash Flow (as defined in
the Partnership Agreement); provided, however, that if the Partnership makes no
distributions of Cash Flow (as defined in the Partnership Agreement) for such
fiscal year, then such Profits are allocated 1% to the General Partner and 99%
to the Limited Partners as a group; and second, the balance, if any, 1% to the
General Partner and 99% to the Limited Partners as a group. Profits from a
Major Capital Event are allocated prior to giving effect to any
distribution of Sale or Refinancing Proceeds from such Major Capital Event;
first, to the General Partner and Limited Partners with negative balances in
their Capital Accounts, in proportion to and to the extent of such negative
balances;
6
second, in proportion to and to the extent of the amounts, if any, necessary to
make the positive balance in the Capital Account of each Limited Partner equal
to the Capital Investment of such Limited Partner; third, in proportion to and
to the extent of the amounts, if any, necessary to make the positive balance in
the Capital Account of each Limited Partner equal to the Capital Investment of
such Limited Partner, plus an amount equal to a cumulative, simple return of 6%
per annum on the Capital Investment from time to time of such Limited Partner
from the date on which the investment in the Partnership was made (less amounts
previously returned by way of Cash Flow (as defined in the Partnership
Agreement) and Sale or Refinancing Proceeds in payment of said cumulative
return); and fourth, any remaining Profits are allocated 17% to the General
Partner and 83% to the Limited Partners as a group. Notwithstanding anything to
the contrary, the interest of the General Partner in each material item of
Partnership income, gain, loss, deduction or credit will be equal to at least
1% of each such item at all times during the existence of the Partnership. For
the quarter and nine months ended September 30, 1998, the General Partner was
allocated Profits of $47,200 and $70,000, respectively, both of which included
a gain from the sale of property of $16,200.
Fees and reimbursements paid and (receivable)/payable by the Partnership to
Affiliates during the quarter and nine months ended September 30, 1998 were as
follows:
Paid
Nine (Receivable)
Quarter Months Payable
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Property management and leasing fees $ 9,300 $58,400 $(6,100)
Reimbursement of property insurance premiums, at
cost 1,300 4,800 None
Legal 14,600 15,500 10,000
Reimbursement of expenses, at cost:
--Accounting 900 4,500 1,000
--Investor communication 1,500 3,300 600
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$27,600 $86,500 $ 5,500
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On-site property management for the Partnership's property was provided by an
Affiliate of the General Partner for fees ranging from 3% to 6% of gross rents
received from the property.
3. PROPERTY SALE:
On August 6, 1998, the joint venture in which the Partnership owns a 50%
interest consummated the sale of 1800 Sherman for a sale price of $15,050,000.
The Partnership's share of Sale Proceeds from this transaction amounted to
$7,280,000, which is net of actual and estimated closing expenses. The
Partnership recorded a gain of $1,622,900 for the quarter ended September 30,
1998 in connection with this transaction. In accordance with the contract to
sell the property, the joint venture placed $500,000 of the proceeds from this
transaction into an interest bearing account for a nine-month period. The funds
placed into escrow are intended to cover any potential claims asserted by the
purchaser arising from the representations and warranties made by the joint
venture. The Partnership will distribute $6,896,200 or $47.50 per Unit on
November 30, 1998 to Holders of record as of August 6, 1998. Following this
distribution, the General Partner will work towards wrapping up the
Partnership's affairs. Upon completion, together with the release of the
remaining funds held in escrow, the Partnership intends to make a liquidating
distribution, less funds needed to cover wrap up expenses and remaining actual
and contingent liabilities, during 1999.
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST CAPITAL GROWTH FUND - XIV,
A REAL ESTATE LIMITED PARTNERSHIP
By: FIRST CAPITAL FUND XIV, INC.
GENERAL PARTNER
Date: November 13, 1998 By: /s/ DOUGLAS CROCKER II
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DOUGLAS CROCKER II
President and Chief Executive Officer
Date: November 13, 1998 By: /s/ NORMAN M. FIELD
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NORMAN M. FIELD
Vice President - Finance and Treasurer
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits: None
(b) Reports on Form 8-K:
A report on Form 8-K was filed on August 21, 1998 reporting the sale of
1800 Sherman.